SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ------------------------------

                                    FORM 10-Q


|X|     QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the quarter ended September 30, 2001
                              ------------------------

|_|     TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                                   333-33572
                             ----------------------
                             Commission File Number


                          DIAMOND TRIUMPH AUTO GLASS, INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)


           DELAWARE                                           23-2758853
-------------------------------                           ------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)


               220 DIVISION STREET, KINGSTON, PENNSYLVANIA, 18704
          ------------------------------------------------------------
          (Address, including zip code of principal executive offices)


                                 (570) 287-9915
                     ---------------------------------------
                     (Telephone number, including area code)


      Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or Section  15(d) of the  Securities  and Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X|    No |_|

      As of November  14,  2001,  there were  1,000,000  shares  outstanding  of
Diamond's  Common  Stock  ($.01 par  value)  and 35,000  shares  outstanding  of
Diamond's Series A 12% Senior  Redeemable  Cumulative  Preferred Stock ($.01 par
value).

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                                    Form 10-Q
                    For the Quarter Ended September 30, 2001

                                      INDEX

                                                                        Page No.
                                                                        --------
Part I.   Financial Information

          Item 1.  Financial Statements

                   Condensed Balance Sheets -
                     September 30, 2001 and December 31, 2000................  1

                   Condensed Statements of Operations -
                     Three Months Ended September 30, 2001 and 2000..........  2

                   Condensed Statements of Operations -
                     Nine Months Ended September 30, 2001 and 2000...........  3

                   Condensed Statements of Cash Flows -
                     Nine Months Ended September 30, 2001 and 2000...........  4

                   Notes to Condensed Financial Statements...................  5


          Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations.......................  7


Part II.  Other Information


          Item 6.  Exhibits and Reports on Form 8-K.......................... 12

                   Signature................................................. 13







                                      (i)
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                            CONDENSED BALANCE SHEETS
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                               September 30, 2001         December 31, 2000
                                                               ------------------         -----------------
                                                                   (Unaudited)
<S>                                                             <C>                       <C>
ASSETS
Current assets:
  Cash and cash equivalents                                          $   6,811              $      25
  Accounts receivable, net                                              15,829                 13,977
  Other receivables                                                         52                    373
  Inventories                                                           18,389                 14,581
  Prepaid expenses                                                       1,309                  1,084
  Deferred income taxes                                                  1,962                  3,285
                                                                     ---------              ---------
Total current assets                                                    44,352                 33,325
                                                                     ---------              ---------

Equipment and leasehold improvements, net                                6,955                  6,154
Deferred loan costs and senior notes discount, net                       5,420                  6,073
Deferred income taxes                                                   38,633                 42,039
Other assets                                                               543                    404
                                                                     ---------              ---------
Total assets                                                         $  95,903              $  87,995
                                                                     =========              =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                                   $   9,854              $  11,952
  Accrued expenses:
      Payroll and related items                                          5,026                  4,226
      Accrued interest                                                   4,630                  2,329
      Accrued income taxes                                               1,554                  1,322
      Other                                                                575                    492
                                                                     ---------              ---------
 Total accrued expenses                                                 11,785                  8,369
                                                                     ---------              ---------

Total current liabilities                                               21,639                 20,321
                                                                     ---------              ---------

Long-term debt:
  Credit facility                                                           --                    500
  Senior notes                                                         100,000                100,000
                                                                     ---------              ---------
Total long-term debt                                                   100,000                100,500
                                                                     ---------              ---------

    Total liabilities                                                  121,639                120,821
                                                                     ---------              ---------

Series A 12% senior redeemable cumulative preferred
      stock - par value $0.01 per share; authorized 100,000
      shares; issued and outstanding 35,000 shares in 2001
      and 2000, at liquidation preference value                         52,941                 48,449
                                                                     ---------              ---------

Stockholders' equity (deficit):
Common stock, 2001 and 2000 par value $0.01 per share;
      authorized 1,100,000 shares; issued and outstanding
      1,000,000 shares                                                      10                     10
Additional paid-in capital                                              42,852                 47,344
Retained earnings (accumulated deficit)                               (121,539)              (128,629)
                                                                     ---------              ---------
    Total stockholders' equity (deficit)                               (78,677)               (81,275)
                                                                     ---------              ---------
Total liabilities and stockholders' equity (deficit)                 $  95,903              $  87,995
                                                                     =========              =========
</TABLE>


                    See notes to condensed financial statements

                                        1
<PAGE>


                          DIAMOND TRIUMPH AUTO GLASS, INC.
                   CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                  (Dollars in Thousands except per share amounts)


<TABLE>
<CAPTION>
                                                    Three Months Ended    Three Months Ended
                                                    September 30, 2001    September 30, 2000
                                                    -----------------     -----------------
<S>                                                  <C>                   <C>
Net sales                                                $ 52,304             $ 48,628
Cost of sales                                              15,216               14,806
                                                         --------             --------
Gross profit                                               37,088               33,822

Operating expenses                                         32,083               29,086
                                                         --------             --------

Income from operations                                      5,005                4,736

Other (income) expense:
     Interest income                                          (59)                  (8)
     Interest expense                                       2,571                2,577
                                                         --------             --------
                                                            2,512                2,569
                                                         --------             --------

Income before provision for income taxes                    2,493                2,167

Provision for income taxes                                    999                  862

                                                         --------             --------
Net income                                                  1,494                1,305

Preferred stock dividends                                   1,542                1,370

                                                         --------             --------
Net (loss) applicable to common stockholders             $    (48)            $    (65)
                                                         ========             ========
</TABLE>



                    See notes to condensed financial statements

                                        2
<PAGE>


                          DIAMOND TRIUMPH AUTO GLASS, INC.
                   CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                  (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                           Nine Months Ended        Nine Months Ended
                                                           September 30, 2001       September 30, 2000
                                                           ------------------       ------------------
<S>                                                        <C>                      <C>
Net sales                                                       $ 158,210              $ 142,446
Cost of sales                                                      45,058                 44,077
                                                                ---------              ---------
Gross profit                                                      113,152                 98,369

Operating expenses                                                 93,740                 82,924
                                                                ---------              ---------

Income from operations                                             19,412                 15,445

Other (income) expense:
     Interest income                                                 (140)                   (52)
     Interest expense                                               7,732                  8,060
                                                                ---------              ---------
                                                                    7,592                  8,008
                                                                ---------              ---------
Income before provision for income taxes and
      extraordinary loss on extinguishment of debt                 11,820                  7,437

Provision for income taxes                                          4,730                  2,965

                                                                ---------              ---------
Net income before extraordinary item                                7,090                  4,472

Extraordinary loss on extinguishment of debt,
      net of income taxes of $336                                      --                    504

                                                                ---------              ---------
Net income                                                          7,090                  3,968

Preferred stock dividends                                           4,492                  3,991
                                                                ---------              ---------

Net income (loss) applicable to common stockholders             $   2,598              $     (23)
                                                                =========              =========
</TABLE>



                    See notes to condensed financial statements

                                        3
<PAGE>


                          DIAMOND TRIUMPH AUTO GLASS, INC.
                   CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                  (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                                   Nine Months Ended        Nine Months Ended
                                                                   September 30, 2001       September 30, 2000
                                                                   ------------------       ------------------
<S>                                                                <C>                      <C>
OPERATING ACTIVITIES
    Net cash provided by operating activities                           $ 10,000                $  8,399
                                                                        --------                --------

INVESTING ACTIVITIES
    Capital expenditures                                                  (2,732)                   (667)
    Proceeds from sale of equipment                                          214                      34
    (Increase) decrease in other assets                                     (141)                      5
                                                                        --------                --------
Net cash (used in) investing activities                                   (2,659)                   (628)
                                                                        --------                --------

FINANCING ACTIVITIES
  Net proceeds from credit facility                                        2,500                   9,500
  Payments on credit facility                                             (3,000)                (17,000)
  Deferred loan cost                                                         (55)                   (330)
                                                                        --------                --------
Net cash (used in) financing activities                                 $   (555)               $ (7,830)
                                                                        --------                --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       6,786                     (59)

Cash and cash equivalents, beginning of period                                25                      94
                                                                        --------                --------
Cash and cash equivalents, end of period                                $  6,811                $     35
                                                                        ========                ========
</TABLE>





                    See notes to condensed financial statements

                                        4
<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                     NOTES TO FINANCIAL STATEMENTS (unaudited)
                  (Dollars in thousands except per share amounts)



Note 1.     Significant Accounting Policies

            These interim financial statements are unaudited but, in the opinion
            of management,  reflect all adjustments  (consisting  only of normal
            recurring  adjustments)  necessary  to  present  fairly the data for
            these periods.  The interim  financial  statements should be read in
            conjunction with the audited financial  statements and notes thereto
            contained  in  Diamond's  Annual  Report on Form 10-K for the fiscal
            year ended December 31, 2000.  Diamond's results for interim periods
            are not normally indicative of results to be expected for the fiscal
            year. Weather has historically  affected Diamond's sales, net income
            and EBITDA,  with severe weather  generating  increased  sales,  net
            income and EBITDA and mild weather  resulting  in lower  sales,  net
            income and  EBITDA.  In  addition,  Diamond's  business  is somewhat
            seasonal,  with the first and fourth calendar quarters traditionally
            its slowest periods of activity.

            Preferred  Stock - At September 30, 2001 and December 31, 2000,  the
            liquidation  value of the  Preferred  Stock  recorded  on  Diamond's
            Balance Sheet was $52,941 and $48,449, respectively,  which includes
            dividends  of  $17,941  and  $13,449,  respectively,  added  to  the
            liquidation value.

            Long-Term Debt:

            Credit  Facility  - On  March  27,  2000,  Diamond  entered  into  a
            revolving  credit  facility  (the  "Credit  Facility").  The  Credit
            Facility  has an  initial  term  of  four  years  and  provides  for
            revolving advances of up to the lesser of: (1) $25,000;  (2) the sum
            of 85% of Diamond's Eligible Accounts  Receivable (as defined in the
            Credit  Facility)  plus  85% of  Diamond's  Eligible  Inventory  (as
            defined in the Credit Facility),  less certain  reserves;  or (3) an
            amount equal to 1.5 times Diamond's EBITDA (as defined in the Credit
            Facility)  for the prior  twelve  months.  A portion  of the  Credit
            Facility,  not to exceed  $3,000,  is available  for the issuance of
            letters of credit,  which generally have an initial term of one year
            or less.  Borrowings  under the Credit  Facility bear  interest,  at
            Diamond's  discretion,  at either the Chase  Manhattan Bank Rate (as
            defined in the Credit Facility) or LIBOR, plus a margin of 0.25% for
            the Chase Manhattan Rate and 2.0% for the LIBOR Rate. In addition, a
            commitment fee of 0.25% is charged against any unused balance of the
            credit  facility.   Interest  rates  are  subject  to  increases  or
            reductions  based upon Diamond  meeting  certain EBITDA levels.  The
            proceeds of the Credit  Facility are available  for working  capital
            requirements and for general corporate purposes. The Credit Facility
            is secured by first priority security  interests in all of Diamond's
            tangible and intangible  assets.  In addition,  the Credit  Facility
            contains  certain  restrictive  covenants  including,   among  other
            things,  the  maintenance  of a minimum  EBITDA  level for the prior
            twelve months,  as well as restrictions on additional  indebtedness,
            dividends and certain other significant transactions. Diamond was in
            compliance with these covenants at September 30, 2001.


Note 2.     Recent Accounting Pronouncements

            In  January  2001,  Diamond   implemented   Statement  of  Financial
            Accounting  Standards  ("SFAS") No. 133,  "Accounting for Derivative
            Instruments and Hedging Activities." This standard requires that all
            derivatives  be measured  at fair value and  recorded on a company's
            balance sheet as an asset or  liability,  depending on the company's
            underlying  rights or  obligations  associated  with the  derivative
            instruments.  During the quarter ended  September 30, 2001,  Diamond
            had no derivatives  and there was no financial  statement  effect of
            implementing SFAS No. 133.



                                       5
<PAGE>


In June 2001, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
141,  "Business  Combinations" and SFAS No. 142,  "Goodwill and Other Intangible
Assets." The new rules require  business  combinations  initiated after June 30,
2001 to be accounted  for using the  purchase  method of  accounting,  and after
December 31, 2001 all goodwill will no longer be amortized,  but will be subject
to annual  impairment  tests.  In October  2001,  the FASB  issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." This statement
establishes  new rules for  determining  impairment of certain other  long-lived
assets.  The adoption of these new  standards is not expected to have a material
effect on the operating results or the financial position of Diamond.

















                                       6
<PAGE>


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

            September 11 Events

            Diamond  believes the  September  11, 2001  tragedies had an adverse
            impact on its business. Prior to the occurrence of these events, our
            sales for  September  2001  were  trending  positively  in excess of
            September 2000 sales.  Subsequent to the occurrence of these events,
            Diamond  experienced  a decline in monthly  sales,  which  continued
            through the month of September.

            The foregoing should be considered while reviewing Diamond's results
            of operations and management's  discussion and analysis of financial
            condition  and results of  operations,  as the decline in  September
            2001  net  sales  and  EBITDA  adversely  impacted  the  results  of
            operations  for the three month period ended  September 30, 2001 and
            the nine month period ended September 30, 2001.

            Results of Operations

            The  following  table  summarizes  Diamond's  historical  results of
            operations and  historical  results of operations as a percentage of
            sales for the nine and three  months  ended  September  30, 2001 and
            2000.

<TABLE>
<CAPTION>
                                                                  Nine Months Ended September 30,   Three Months Ended September 30,
                                                                 --------------------------------    -----------------------------
                                                                      2001              2000               2001             2000
                                                                 --------------    --------------      -------------    ------------
                                                                   $        %        $       %           $       %       $       %
                                                                 -----    -----    -----    -----      ----    -----    ----   -----
                                                              (dollars in millions)                   (dollars in millions)

<S>                                                              <C>      <C>      <C>      <C>        <C>     <C>      <C>    <C>
Net Sales ....................................................   158.2    100.0    142.4    100.0      52.3    100.0    48.6   100.0
Cost of Sales ................................................    45.1     28.5     44.1     31.0      15.2     29.1    14.8    30.5
                                                                 -----    -----    -----    -----      ----    -----    ----   -----
Gross Profit .................................................   113.1     71.5     98.3     69.0      37.1     70.9    33.8    69.5
Operating Expenses ...........................................    93.7     59.2     82.9     58.2      32.1     61.4    29.1    59.9
                                                                 -----    -----    -----    -----      ----    -----    ----   -----
Income From Operations .......................................    19.4     12.3     15.4     10.8       5.0      9.6     4.7     9.7

Interest Income ..............................................    (0.1)    (0.1)    (0.1)    (0.1)     (0.1)    (0.2)     --      --
Interest Expense .............................................     7.7      4.9      8.1      5.7       2.6      5.0     2.6     5.3
                                                                 -----    -----    -----    -----      ----    -----    ----   -----
                                                                   7.6      4.8      8.0      5.6       2.5      4.8     2.6     5.3
                                                                 -----    -----    -----    -----      ----    -----    ----   -----
Income before provision for income taxes and extraordinary
    loss on extinguishment of debt ...........................    11.8      7.5      7.4      5.2       2.5      4.8     2.1     4.3
Provision for income taxes ...................................     4.7      3.0      2.9      2.0       1.0      1.9     0.8     1.6
                                                                 -----    -----    -----    -----      ----    -----    ----   -----
Net income before extraordinary item .........................     7.1      4.5      4.5      3.2       1.5      2.9     1.3     2.7
Extraordinary loss on extinguishment of debt, net of taxes ...               --      0.5      0.4        --       --      --      --
                                                                 -----    -----    -----    -----      ----    -----    ----   -----
Net income ...................................................     7.1      4.5      4.0      2.8       1.5      2.9     1.3     2.7
                                                                 =====    =====    =====    =====      ====    =====    ====   =====

EBITDA (1) ...................................................    21.4     13.5     17.6     12.4       5.7     10.9     5.4    11.1
</TABLE>

----------

(1)  EBITDA represents income before taxes,  interest expense,  depreciation and
     amortization  expense.  While EBITDA is not intended to represent cash flow
     from  operations  as defined by GAAP and  should  not be  considered  as an
     indicator  of  operating  performance  or an  alternative  to cash flow (as
     measured  by GAAP) as a measure  of  liquidity,  it is  included  herein to
     provide  additional  information with respect to Diamond's  ability to meet
     its  future  debt  service,   capital   expenditure   and  working  capital
     requirements.


                                       7
<PAGE>


Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30,
2000


      Net  Sales.  Net  sales  for the nine  months  ended  September  30,  2001
increased by $15.8 million,  or 11.1%, to $158.2 million from $142.4 million for
the nine months ended  September 30, 2000.  For the nine months ended  September
30, 2001,  installation  units increased 3.2% and revenue per installation  unit
increased  an average of 8.6%.  The increase in  Diamond's  average  revenue per
installation  unit is attributable to stabilization of price  compression and to
its sales mix.

      Gross  Profit.  Gross profit for the nine months ended  September 30, 2001
increased by $14.8 million,  or 15.1%,  to $113.1 million from $98.3 million for
the nine months ended September 30, 2000. Gross profit increased as a percentage
of sales to 71.5% for the nine months  ended  September  30, 2001 from 69.0% for
the nine months ended  September 30, 2000.  The increase in gross profit for the
nine months ended September 30, 2001 was primarily due to the increased level of
sales and average  revenue  per  installation  unit  compared to the nine months
ended September 30, 2000.

      Operating Expenses. Operating expenses for the nine months ended September
30, 2001  increased  by $10.8  million,  or 13.0%,  to $93.7  million from $82.9
million  for the nine  months  ended  September  30,  2000.  Operating  expenses
increased as a percentage of sales to 59.2% for the nine months ended  September
30, 2001 from 58.2% for the nine months ended  September 30, 2000.  The increase
in operating expense during the nine months ended September 30, 2001 compared to
the nine months ended  September 30, 2000 was due to higher wage expenses caused
by certain  wage rate  pressures,  including  increased  medical  insurance  and
workers compensation insurance costs, primarily at the service center level. The
increase in aggregate  operating expenses was also due to an increase in vehicle
related  expenses,  increased  promotional  activity  and  greater  service  and
distribution  center  occupancy  costs primarily due to expansion and an overall
growth in sales.

      Depreciation  and  amortization  expense for the  nine-month  period ended
September  30, 2001  decreased by $0.3 million,  or 14.3%,  to $1.8 million from
$2.1 million for the nine months ended  September  30,  2000.  This  decrease is
primarily  related to a  continuing  decrease  in owned  vehicles  in favor of a
vehicle lease program.


      Income From  Operations.  Income from operations for the nine months ended
September 30, 2001  increased by $4.0 million,  or 26.0%,  to $19.4 million from
$15.4 million for the nine months ended  September  30, 2000.  This increase was
primarily due to the increase in average revenue per  installation  unit and was
partially offset by an increase in operating expenses as discussed above.

      Interest Expense. Interest expense for the nine months ended September 30,
2001  decreased  $0.4  million to $7.7  million  from $8.1  million for the nine
months ended September 30, 2000. Cash interest  expense was $7.0 million for the
nine  months  ended  September  30, 2001  compared to $7.4  million for the nine
months ended  September 30, 2000.  The decrease was primarily due to a reduction
in outstanding borrowings under the credit facility during the nine months ended
September 30, 2001 compared to the nine months ended September 30, 2000.

      Net  Income.  Net income for the nine  months  ended  September  30,  2001
increased  by $3.1 million to $7.1 million from $4.0 million for the nine months
ended  September 30, 2000. Net income as a percentage of sales increased to 4.5%
for the nine months ended September 30, 2001 from 2.8% for the nine months ended
September 30, 2000.  The increase in net income and net income margin during the
nine months ended September 30, 2001 compared to the nine months ended September
30,  2000  was  primarily  due to the  impact  of  higher  average  revenue  per
installation unit that was partially offset by an increase in operating expenses
and in the provision for income taxes.


                                       8
<PAGE>



      EBITDA.  EBITDA for the nine months ended  September 30, 2001 increased by
$3.8 million,  or 21.6%, to $21.4 million from $17.6 million for the nine months
ended September 30, 2000. EBITDA as a percentage of sales increased to 13.5% for
the nine months  ended  September  30, 2001 from 12.4% for the nine months ended
September 30, 2000. The increase in EBITDA and EBITDA margin for the nine months
ended  September  30,  2001 was  primarily  due to the impact of higher  average
revenue  per  installation  unit that was  partially  offset by an  increase  in
operating expenses as discussed above.

Three Months Ended September 30, 2001 Compared to Three Months Ended September
30, 2000


      Net  Sales.  Net sales for the  three  months  ended  September  30,  2001
increased by $3.7 million,  or 7.6%, to $52.3 million from $48.6 million for the
three months ended  September 30, 2000.  During the three months ended September
30, 2001, installation units increased by 3.2% and revenue per installation unit
increased  an average of 4.5%.  The increase in  Diamond's  average  revenue per
installation  unit is attributable to stabilization of price  compression and to
its sales mix.

      Gross Profit.  Gross profit for the three months ended  September 30, 2001
increased by $3.3 million,  or 9.8%, to $37.1 million from $33.8 million for the
three months ended September 30, 2000. Gross profit increased as a percentage of
sales to 70.9% for the three months ended  September 30, 2001 from 69.5% for the
three months  ended  September  30,  2000.  The increase in gross profit for the
three months ended  September 30, 2001 was primarily due to the increased  level
of sales and average revenue per installation  unit compared to the three months
ended September 30, 2000.

      Operating  Expenses.   Operating  expenses  for  the  three  months  ended
September 30, 2001  increased by $3.0 million,  or 10.3%,  to $32.1 million from
$29.1 million for the three months ended September 30, 2000.  Operating expenses
increased as a percentage of sales to 61.4% for the three months ended September
30, 2001 from 59.9% for the three months ended  September 30, 2000. The increase
in operating  expense during the three months ended  September 30, 2001 compared
to the three  months  ended  September  30, 2000 was due to higher wage expenses
caused by certain wage rate pressures, including increased medical insurance and
workers compensation insurance costs, primarily at the service center level. The
increase in aggregate  operating expenses was also due to an increase in vehicle
related expenses,  including auto insurance,  increased promotional activity and
greater  service  and  distribution  center  occupancy  costs  primarily  due to
expansion, and an overall growth in sales.

      Depreciation and  amortization  expense for the period ended September 30,
2001 decreased by $0.1 million,  or 14.3%, to $0.6 million from $0.7 million for
the three months ended September 30, 2000. This decrease is primarily related to
a continuing decrease in owned vehicles in favor of a vehicle lease program.

      Income From Operations.  Income from operations for the three months ended
September 30, 2001 increased by $0.3 million, or 6.4%, to $5.0 million from $4.7
million for the three  months  ended  September  30,  2000.  This  increase  was
primarily due to the increase in average revenue per  installation  unit and was
partially offset by an increase in operating expenses as discussed above.

      Interest  Expense.  Interest expense held constant at $2.6 million for the
three months ended September 30, 2001 and 2000. Cash interest  expense also held
constant at $2.3 million for the three months ended September 30, 2001 and 2000.



                                       9
<PAGE>


      Net  Income.  Net income for the three  months  ended  September  30, 2001
increased by $0.2 million to $1.5 million from $1.3 million for the three months
ended  September 30, 2000. Net income as a percentage of sales increased to 2.9%
for the three  months  ended  September  30, 2001 from 2.7% for the three months
ended  September  30,  2000.  The  increase in net income and net income  margin
during the three months ended  September  30, 2001  compared to the three months
ended  September  30,  2000 was  primarily  due to the impact of higher  average
revenue  per  installation  unit that was  partially  offset by an  increase  in
operating expenses and in the provision for income taxes.

      EBITDA.  EBITDA for the three months ended September 30, 2001 increased by
$0.3  million,  or 5.6%,  to $5.7 million from $5.4 million for the three months
ended  September  30,  2000.  The  increase in EBITDA for the three months ended
September 30, 2001 was primarily due to the impact of higher average revenue per
installation unit that was partially offset by an increase in operating expenses
as discussed above.

Liquidity and Capital Resources

      Diamond's  need for  liquidity  will  arise  primarily  from the  interest
payable on its 9 1/4% Senior Notes (the  "Notes"),  the Credit  Facility and the
funding of Diamond's  capital  expenditures  and working  capital  requirements.
There are no mandatory  principal  payments on the Notes prior to their maturity
on April 1, 2008 and, except to the extent that the amount outstanding under the
Credit Facility exceeds the borrowing base, no required payments of principal on
the Credit Facility prior to its expiration on March 27, 2004.

      Net Cash Provided by Operating Activities.  Net cash provided by operating
activities  for the nine  months  ended  September  30, 2001  increased  by $1.6
million to $10.0  million from $8.4 million for the nine months ended  September
30, 2000.  The increase was primarily  attributable  to an increase in Diamond's
net earnings and accrued  expenses and a decrease in deferred  income taxes that
was  partially  offset by an increase in inventory and accounts  receivable  and
decrease in accounts payable.

      Net  Cash  Used in  Investing  Activities.  Net  cash  used  in  investing
activities  for the nine months ended  September 30, 2001 increased $2.1 million
to $2.7 million from $0.6 million for the nine months ended  September 30, 2000.
The primary reason for the variance was an increase in capital expenditures.

      Net  Cash  Used in  Financing  Activities.  Net  cash  used  in  financing
activities  for the nine months ended  September 30, 2001 decreased $7.2 million
to $0.6 million from $7.8 million for the nine months ended  September 30, 2000.
The primary reason for this variance was a decrease in Credit Facility  payments
over  borrowings  for the nine months ended  September  30, 2001 to $0.5 million
from $7.5 million for the nine months ended September 30, 2000.

      Capital  Expenditures.  Capital  expenditures  for the nine  months  ended
September 30, 2001 were $2.7  million,  as compared to $0.7 million for the nine
months ended September 30, 2000. Capital  expenditures for the nine months ended
September  30,  2001  were  made  primarily  to fund the  continued  upgrade  of
Diamond's management information systems.

      Liquidity.  Management  believes that Diamond will have  adequate  capital
resources and liquidity to satisfy its debt service obligations, working capital
needs and  capital  expenditure  requirements,  including  those  related to the
opening of new service  centers  and  distribution  centers for the  foreseeable
future. Diamond's capital resources and liquidity are expected to be provided by
Diamond's net cash provided by operating  activities  and  borrowings  under the
Credit Facility.


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<PAGE>


Forward-Looking Statements

      Readers are cautioned that there are  statements  contained in this report
which  are  "forward-looking"  statements  within  the  meaning  of the  Private
Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements
include statements which are predictive in nature, which depend upon or refer to
future   events  or   conditions,   which   include  words  such  as  "expects,"
"anticipates,"   "intends,"   "plans,"   "believes,"   "estimates,"  or  similar
expressions. In addition, any statements concerning future financial performance
(including  future  revenues,   earnings  or  growth  rates),  ongoing  business
strategies or prospects,  and possible future actions,  which may be provided by
management,   are  also  forward-looking  statements  as  defined  by  the  Act.
Forward-looking  statements are based on current  expectations  and  projections
about future  events and are subject to risks,  uncertainties,  and  assumptions
about  Diamond,  economic and market factors and the industries in which Diamond
does business, among other things. These statements are not guarantees of future
performance and Diamond has no specific intention to update these statements.

      These  forward-looking  statements,  like any forward-looking  statements,
involve  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from those  projected or  anticipated.  The risks and  uncertainties
include the effect of overall economic and business  conditions,  the demand for
Diamond's  products  and  services,  regulatory  uncertainties,  the  impact  of
competitive  products and pricing,  changes in customers'  ordering patterns and
potential system interruptions. This list should not be construed as exhaustive.
Our annual report on Form 10-K in respect of the fiscal year ended  December 31,
2000  discusses  certain  of these  risks and  uncertainties  under the  caption
"Factors Affecting Future Performance."









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<PAGE>


                                     PART II

                                OTHER INFORMATION



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)       Reports on Form 8-K.

          There were no reports on form 8-K filed during the quarter
ended September 30, 2001.









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<PAGE>


                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                 DIAMOND TRIUMPH AUTO GLASS, INC.




Date: November 14, 2001          By:  /s/  Michael A. Sumsky
                                     -------------------------------------------
                                     Name:   Michael A. Sumsky
                                     Title:  Executive Vice President
                                             Chief Financial Officer and General
                                             Counsel (Principal Financial and
                                             Chief Accounting Officer)






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